Exhibit
      10.5


    


    INDEMNIFICATION
      AGREEMENT

    


    This
      Indemnification Agreement (this “Agreement”),
      dated
      as of the 4th
      day of
      August, 2008 is made by and between CHINA RITAR POWER CORP., a Nevada
      corporation (the “Company”),
      and
Yaofu
      Tang,
      an
      independent director of the Company (the “Indemnitee”).

    


    RECITALS

    


    A. The
      Company and the Indemnitee recognize that the present state of the law is too
      uncertain to provide the Company’s officers and directors with adequate and
      reliable advance knowledge or guidance with respect to the legal risks and
      potential liabilities to which they may become personally exposed as a result
      of
      performing their duties for the Company;

    


    B. The
      Company and the Indemnitee are aware of the substantial growth in the number
      of
      lawsuits filed against corporate officers and directors in connection with
      their
      activities in such capacities and by reason of their status as
      such;

    


    C. The
      Company and the Indemnitee recognize that the cost of defending against such
      lawsuits, whether or not meritorious, is typically beyond the financial
      resources of most officers and directors of the Company;

    


    D. The
      Company and the Indemnitee recognize that the legal risks and potential
      liabilities, and the threat thereof, associated with proceedings filed against
      the officers and directors of the Company bear no reasonable relationship to
      the
      amount of compensation received by the Company’s officers and
      directors;

    


    E. The
      Company, after reasonable investigation prior to the date hereof, has determined
      that the liability insurance coverage available to the Company as of the date
      hereof is inadequate, unreasonably expensive or both. The Company believes,
      therefore, that the interest of the Company and its current and future
      stockholders would be best served by a combination of (i) such insurance as
      the
      Company may obtain pursuant to the Company’s obligations hereunder and (ii) a
      contract with its officers and directors, including the Indemnitee, to indemnify
      them to the fullest extent permitted by law (as in effect on the date hereof,
      or, to the extent any amendment may expand such permitted indemnification,
      as
      hereafter in effect) against personal liability for actions taken in the
      performance of their duties to the Company;

    


    F. Section
      78.7502 of the Nevada Revised Statutes empowers Nevada corporations to indemnify
      their officers and directors and further states that the indemnification
      provided by Section 78.7502 shall not be deemed exclusive of any other rights
      to
      which those seeking
      indemnification may be entitled under the articles of incorporation or any
      bylaw, agreement, vote of stockholders or disinterested directors or otherwise,
      both as to action in an official capacity and as to action in another capacity
      while holding such office; thus, Section 78.7502 does not by itself limit the
      extent to which the Company may indemnify persons serving as its officers and
      directors;

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    G. The
      Company’s Articles of Incorporation and Bylaws authorize the indemnification of
      the officers and directors of the Company in excess of that expressly permitted
      by Section 78.7502;

    


    H. The
      Board
      of Directors of the Company has concluded that, to retain and attract talented
      and experienced individuals to serve as officers and directors of the Company
      and to encourage such individuals to take the business risks necessary for
      the
      success of the Company, it is necessary for the Company to contractually
      indemnify its officers and directors, and to assume for itself liability for
      expenses and damages in connection with claims against such officers and
      directors in connection with their service to the Company, and has further
      concluded that the failure to provide such contractual indemnification could
      result in great harm to the Company and its stockholders;

    


    I. The
      Company desires and has requested the Indemnitee to serve or continue to serve
      as a director or officer of the Company, free from undue concern for the risks
      and potential liabilities associated with such services to the Company;
      and

    


    J. The
      Indemnitee is willing to serve, or continue to serve, the Company, provided,
      and
      on the expressed condition, that the Indemnitee is furnished with the
      indemnification provided for herein.

    


    AGREEMENT

    


    NOW,
      THEREFORE, the Company and Indemnitee agree as follows:

    


    1. DEFINITIONS.

    


    (a) “EXPENSES”
      means, for the purposes of this Agreement, all direct and indirect costs of
      any
      type or nature whatsoever (including, without limitation, any fees and
      disbursements of Indemnitee’s counsel, accountants and other experts and other
      out-of-pocket costs) actually and reasonably incurred by the Indemnitee in
      connection with the investigation, preparation, defense or appeal of a
      Proceeding; provided, however, that Expenses shall not include judgments, fines,
      penalties or amounts paid in settlement of a Proceeding.

    


    (b) “PROCEEDING”
      means, for the purposes of this Agreement, any threatened, pending or completed
      action or proceeding, whether civil, criminal, administrative or investigative
      (including an action brought by or in the right of the Company) in which
      Indemnitee may be or may have been involved as a party or otherwise, by reason
      of the fact that Indemnitee is or was a director or officer of the Company,
      by
      reason of any action taken by Indemnitee or of any inaction on his or her part
      while acting as such director or officer or by reason of the fact that he or
      she
      is or was serving at the request of the Company as a director, officer, employee
      or agent of another foreign or domestic corporation, partnership, joint venture,
      trust or other enterprise, or was a director or officer of the foreign or
      domestic corporation which was a predecessor corporation to the Company or
      of
      another enterprise at the request of such predecessor corporation, whether
      or
      not he or she is serving in such capacity at the time any liability or expense
      is incurred for which indemnification or reimbursement can be provided under
      this Agreement.

     

    
      
        
        

      

      
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    2. AGREEMENT
      TO SERVE.

    


    Indemnitee
      agrees to serve or continue to serve as a director or officer of the Company
      to
      the best of his or her abilities at the will of the Company or under separate
      contract, if such contract exists, for so long as Indemnitee is duly elected
      or
      appointed and qualified or until such time as the Indemnitee tenders his or
      her
      resignation in writing. Nothing contained in this Agreement is intended to
      create in Indemnitee any right to continued employment. 

    


    3. INDEMNIFICATION.

    


    (a) THIRD
      PARTY PROCEEDINGS. The Company shall indemnify Indemnitee against Expenses,
      judgments, fines, penalties or amounts paid in settlement (if the settlement
      is
      approved in advance by the Company) actually and reasonably incurred by
      Indemnitee in connection with a Proceeding (other than a Proceeding by or in
      the
      right of the Company) if Indemnitee acted in good faith and in a manner
      Indemnitee reasonably believed to be in the best interests of the Company,
      and,
      with respect to any criminal action or proceeding, had no reasonable cause
      to
      believe Indemnitee’s conduct was unlawful. The termination of any Proceeding by
      judgment, order, settlement, conviction, or upon a plea of NOLO CONTENDERE
      or
      its equivalent, shall not, of itself, create a presumption that Indemnitee
      did
      not act in good faith and in a manner which Indemnitee reasonably believed
      to be
      in the best interests of the Company, or, with respect to any criminal
      Proceeding, had no reasonable cause to believe that Indemnitee's conduct was
      unlawful.

    


    (b) PROCEEDINGS
      BY OR IN THE RIGHT OF THE COMPANY. To the fullest extent permitted by law,
      the
      Company shall indemnify Indemnitee against Expenses and amounts paid in
      settlement, actually and reasonably incurred by Indemnitee in connection with
      a
      Proceeding by or in the right of the Company to procure a judgment in its favor
      if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed
      to be in the best interests of the Company and its stockholders. Notwithstanding
      the foregoing, no indemnification shall be made in respect of any claim, issue
      or matter as to which Indemnitee shall have been adjudged liable to the Company
      in the performance of Indemnitee’s duty to the Company and its stockholders
      unless and only to the extent that the court in which such action or Proceeding
      is or was pending shall determine upon application that, in view of all the
      circumstances of the case, Indemnitee is fairly and reasonably entitled to
      indemnity for Expenses and then only to the extent that the court shall
      determine.

    


    (c) SCOPE.
      Notwithstanding any other provision of this Agreement but subject to Section
      14(b), the Company shall indemnify the Indemnitee to the fullest extent
      permitted by law, notwithstanding that such indemnification is not specifically
      authorized by other provisions of this Agreement, the Company’s Articles of
      Incorporation, the Company’s Bylaws or by statute.

     

    
      
        
        

      

      
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    4. LIMITATIONS
      ON INDEMNIFICATION.

    


    Any
      other
      provision herein to the contrary notwithstanding, the Company shall not be
      obligated pursuant to the terms of this Agreement: 

    


    (a) EXCLUDED
      ACTS. To indemnify Indemnitee for any acts or omissions or transactions from
      which a director may not be relieved of liability under applicable
      law;

    


    (b) EXCLUDED
      INDEMNIFICATION PAYMENTS. To indemnify or advance Expenses in violation of
      any
      prohibition or limitation on indemnification under the statutes, regulations
      or
      rules promulgated by any state or federal regulatory agency having jurisdiction
      over the Company.

    


    (c) CLAIMS
      INITIATED BY INDEMNITEE. To indemnify or advance Expenses to Indemnitee with
      respect to Proceedings or claims initiated or brought voluntarily by Indemnitee
      and not by way of defense, except with respect to Proceedings brought to
      establish or enforce a right to indemnification under this Agreement or any
      other statute or law or otherwise as required under Section 78.7502 of the
      Nevada Revised Statutes, but such indemnification or advancement of Expenses
      may
      be provided by the Company in specific cases if the Board of Directors has
      approved the initiation or bringing of such suit;

    


    (d) LACK
      OF
      GOOD FAITH. To indemnify Indemnitee for any Expenses incurred by the Indemnitee
      with respect to any Proceeding instituted by Indemnitee to enforce or interpret
      this Agreement, if a court of competent jurisdiction determines that each of
      the
      material assertions made by the Indemnitee in such Proceeding was not made
      in
      good faith or was frivolous; 

    


    (e) INSURED
      CLAIMS. To indemnify Indemnitee for Expenses or liabilities of any type
      whatsoever (including, but not limited to, judgments, fines, ERISA excise taxes
      or penalties, and amounts paid in settlement) which have been paid directly
      to
      or on behalf of Indemnitee by an insurance carrier under a policy of directors’
and officers’ liability insurance maintained by the Company or any other policy
      of insurance maintained by the Company or Indemnitee; or

    


    (f) CLAIMS
      UNDER SECTION 16(b). To indemnify Indemnitee for Expenses and the payment of
      profits arising from the purchase and sale by Indemnitee of securities in
      violation of Section 16(b) of the Securities Exchange Act of 1934, as amended,
      or any similar successor statute. 

     

    
      
        
        

      

      
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    5. DETERMINATION
      OF RIGHT TO INDEMNIFICATION.

    


    Upon
      receipt of a written claim addressed to the Board of Directors for
      indemnification pursuant to Section 3, the Company shall determine by any of
      the
      methods set forth in Section 78.751 of the Nevada Revised Statutes whether
      Indemnitee has met the applicable standards of conduct which makes it
      permissible under applicable law to indemnify Indemnitee. If a claim under
      Section 3 is not paid in full by the Company within ninety (90) days after
      such
      written claim has been received by the Company, the Indemnitee may at any time
      thereafter bring suit against the Company to recover the unpaid amount of the
      claim and, unless such action is dismissed by the court as frivolous or brought
      in bad faith, the Indemnitee shall be entitled to be paid also the expense
      of
      prosecuting such claim. The court in which such action is brought shall
      determine whether Indemnitee or the Company shall have the burden of proof
      concerning whether Indemnitee has or has not met the applicable standard of
      conduct.

    


    6. ADVANCEMENT
      AND REPAYMENT OF EXPENSES.

    


    Subject
      to Section 4 hereof, the Expenses incurred by Indemnitee in defending and
      investigating any Proceeding shall be paid by the Company in advance of the
      final disposition of such Proceeding within 30 days after receiving from
      Indemnitee the copies of invoices presented to Indemnitee for such Expenses,
      if
      Indemnitee shall provide an undertaking to the Company to repay such amount
      to
      the extent it is ultimately determined that Indemnitee is not entitled to
      indemnification. In determining whether or not to make an advance hereunder,
      the
      ability of Indemnitee to repay shall not be a factor. Notwithstanding the
      foregoing, in a proceeding brought by the Company directly, in its own right
      (as
      distinguished from an action bought derivatively or by any receiver or trustee),
      the Company shall not be required to make the advances called for hereby if
      the
      Board of Directors determines, in its sole discretion, that it does not appear
      that Indemnitee has met the standards of conduct which make it permissible
      under
      applicable law to indemnify Indemnitee and the advancement of Expenses would
      not
      be in the best interests of the Company and its stockholders.

    


    7. PARTIAL
      INDEMNIFICATION.

    


    If
      the
      Indemnitee is entitled under any provision of this Agreement to indemnification
      or advancement by the Company of some or a portion of any Expenses or
      liabilities of any type whatsoever (including, but not limited to, judgments,
      fines, penalties, and amounts paid in settlement) incurred by him in the
      investigation, defense, settlement or appeal of a Proceeding, but is not
      entitled to indemnification or advancement of the total amount thereof, the
      Company shall nevertheless indemnify or pay advancements to the Indemnitee
      for
      the portion of such Expenses or liabilities to which the Indemnitee is entitled.
      

    


    8. NOTICE
      TO
      COMPANY BY INDEMNITEE.

    


    Indemnitee
      shall notify the Company in writing of any matter with respect to which
      Indemnitee intends to seek indemnification hereunder as soon as reasonably
      practicable following the receipt by Indemnitee of written notice thereof;
      provided, however, that any delay in so notifying the Company shall not
      constitute a waiver by Indemnitee of her rights hereunder. The written
      notification to the Company shall be addressed to the Board of Directors and
      shall include a description of the nature of the Proceeding and the facts
      underlying the Proceeding and be accompanied by copies of any documents filed
      with the court in which the Proceeding is pending. In addition, Indemnitee
      shall
      give the Company such information and cooperation as it may reasonably require
      and as shall be within Indemnitee’s power.

     

    
      
        
        

      

      
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    9. MAINTENANCE
      OF LIABILITY INSURANCE.

    


    (a) Subject
      to Section 4 hereof, the Company hereby agrees that so long as Indemnitee shall
      continue to serve as a director or officer of the Company and thereafter so
      long
      as Indemnitee shall be subject to any possible Proceeding, the Company, subject
      to Section 9(b), shall use reasonable commercial efforts to obtain and maintain
      in full force and effect directors’ and officers’ liability insurance
      (“D&O
      Insurance”)
      which
      provides Indemnitee the same rights and benefits as are accorded to the most
      favorably insured of the Company’ directors, if Indemnitee is a director; or of
      the Company’s officers, if Indemnitee is not a director of the Company but is an
      officer.

    


    (b) Notwithstanding
      the foregoing, the Company shall have no obligation to obtain or maintain
      D&O Insurance if the Company determines in good faith that such insurance is
      not reasonably available, the premium costs for such insurance are
      disproportionate to the amount of coverage provided, the coverage provided
      by
      such insurance is limited by exclusions so as to provide an insufficient
      benefit, or the Indemnitee is covered by similar insurance maintained by a
      subsidiary or parent of the Company.

    


    (c) If,
      at
      the time of the receipt of a notice of a claim pursuant to Section 8 hereof,
      the
      Company has D&O Insurance in effect, the Company shall give prompt notice of
      the commencement of such Proceeding to the insurers in accordance with the
      procedures set forth in the respective policies. The Company shall thereafter
      take all necessary or desirable action to cause such insurers to pay, on behalf
      of the Indemnitee, all amounts payable as a result of such Proceeding in
      accordance with the terms of such policies. 

    


    10. DEFENSE
      OF CLAIM.

    


    In
      the
      event that the Company shall be obligated under Section 6 hereof to pay the
      Expenses of any Proceeding against Indemnitee, the Company, if appropriate,
      shall be entitled to assume the defense of such Proceeding, with counsel
      approved by Indemnitee, which approval shall not be unreasonably withheld,
      upon
      the delivery to Indemnitee of written notice of its election to do so. After
      delivery of such notice, approval of such counsel by Indemnitee and the
      retention of such counsel by the Company, the Company will not be liable to
      Indemnitee under this Agreement for any fees of counsel subsequently incurred
      by
      Indemnitee with respect to the same Proceeding, provided that (i) Indemnitee
      shall have the right to employ counsel in any such Proceeding at Indemnitee’s
      expense; and (ii) if (A) the employment of counsel by Indemnitee has been
      previously authorized by the Company, or (B) Indemnitee shall have reasonably
      concluded that there may be a conflict of interest between the Company and
      the
      Indemnitee in the conduct of such defense or (C) the Company shall not, in
      fact,
      have employed counsel to assume the defense of such Proceeding, then the fees
      and expenses of Indemnitee’s counsel shall be at the expense of the
      Company.

     

    
      
        
        

      

      
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    11. ATTORNEYS'
      FEES.

    


    In
      the
      event that Indemnitee or the Company institutes an action to enforce or
      interpret any terms of this Agreement, the Company shall reimburse Indemnitee
      for all of the Indemnitee’s reasonable fees and expenses in bringing and
      pursuing such action or defense, unless as part of such action or defense,
      a
      court of competent jurisdiction determines that the material assertions made
      by
      Indemnitee as a basis for such action or defense were not made in good faith
      or
      were frivolous.

    


    12. CONTINUATION
      OF OBLIGATIONS.

    


    All
      agreements and obligations of the Company contained herein shall continue during
      the period the Indemnitee is a director or officer of the Company, or is or
      was
      serving at the request of the Company as a director, officer, fiduciary,
      employee or agent of another corporation, partnership, joint venture, trust
      or
      other enterprise, and shall continue thereafter so long as the Indemnitee shall
      be subject to any possible proceeding by reason of the fact that Indemnitee
      served in any capacity referred to herein.

    


    13. SUCCESSORS
      AND ASSIGNS.

    


    This
      Agreement establishes contract rights that shall be binding upon, and shall
      inure to the benefit of, the successors, assigns, heirs and legal
      representatives of the parties hereto.

    


    14. NON-EXCLUSIVITY.

    


    (a) The
      provisions for indemnification and advancement of expenses set forth in this
      Agreement shall not be deemed to be exclusive of any other rights that the
      Indemnitee may have under any provision of law, the Company’s Articles of
      Incorporation or Bylaws, the vote of the Company’s stockholders or disinterested
      directors, other agreements or otherwise, both as to action in the Indemnitee’s
      official capacity and action in another capacity while occupying the
      Indemnitee’s position as a director or officer of the Company.

    


    (b) In
      the
      event of any changes, after the date of this Agreement, in any applicable law,
      statute, or rule which expand the right of a Nevada corporation to indemnify
      its
      officers and directors, the Indemnitee's rights and the Company’s obligations
      under this Agreement shall be expanded to the full extent permitted by such
      changes. In the event of any changes in any applicable law, statute or rule,
      which narrow the right of a Nevada corporation to indemnify a director or
      officer, such changes, to the extent not otherwise required by such law, statute
      or rule to be applied to this Agreement, shall have no effect on this Agreement
      or the parties’ rights and obligations hereunder.

     

    
      
        
        

      

      
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    15. EFFECTIVENESS
      OF AGREEMENT.

    


    To
      the
      extent that the indemnification permitted under the terms of certain provisions
      of this Agreement exceeds the scope of the indemnification provided for in
      the
      Nevada Revised Statutes, such provisions shall not be effective unless and
      until
      the Company’s Articles of Incorporation authorize such additional rights of
      indemnification. In all other respects, the balance of this Agreement shall
      be
      effective as of the date set forth on the first page and may apply to acts
      of
      omissions of Indemnitee which occurred prior to such date if Indemnitee was
      an
      officer, director, employee or other agent of the Company, or was serving at
      the
      request of the Company as a director, officer, employee or agent of another
      corporation, partnership, joint venture, trust or other enterprise, at the
      time
      such act or omission occurred.

    


    16. SEVERABILITY.

    


    Nothing
      in this Agreement is intended to require or shall be construed as requiring
      the
      Company to do or fail to do any act in violation of applicable law. The
      Company’s inability, pursuant to court order, to perform its obligations under
      this Agreement shall not constitute a breach of this Agreement. The provisions
      of this Agreement shall be severable as provided in this Section 16. If this
      Agreement or any portion hereof shall be invalidated on any ground by any court
      of competent jurisdiction, then the Company shall nevertheless indemnify
      Indemnitee to the full extent permitted by any applicable portion of this
      Agreement that shall not have been invalidated, and the balance of this
      Agreement not so invalidated shall be enforceable in accordance with its
      terms.

    


    17.
      GOVERNING LAW.

    


    This
      Agreement shall be interpreted and enforced in accordance with the laws of
      the
      State of Nevada, without reference to its conflict of law principals. To the
      extent permitted by applicable law, the parties hereby waive any provisions
      of
      law which render any provision of this Agreement unenforceable in any respect.
      

    


    18. NOTICE.

    


    All
      notices, requests, demands and other communications under this Agreement shall
      be in writing and shall be deemed duly given (i) if delivered by hand and
      receipted for by the party addressee or (ii) if mailed by certified or
      registered mail with postage prepaid, on the third business day after the
      mailing date. Addresses for notice to either party are as shown on the signature
      page of this Agreement, or as subsequently modified by written
      notice.

    


    19. MUTUAL
      ACKNOWLEDGMENT.

    


    Both
      the
      Company and Indemnitee acknowledge that in certain instances, federal law or
      applicable public policy may prohibit the Company from indemnifying its
      directors and officers under this Agreement or otherwise. Indemnitee understands
      and acknowledges that the Company has undertaken or may be required in the
      future to undertake with the appropriate state or federal regulatory agency
      to
      submit for approval any request for indemnification, and has undertaken or
      may
      be required in the future to undertake with the Securities and Exchange
      Commission to submit the question of indemnification to a court in certain
      circumstances for a determination of the Company’s right under public policy to
      indemnify Indemnitee.

     

    
      
        
        

      

      
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    20. COUNTERPARTS.

    


    This
      Agreement may be executed in one or more counterparts, each of which shall
      constitute an original.

    


    21. AMENDMENT
      AND TERMINATION.

    


    No
      amendment, modification, termination or cancellation of this Agreement shall
      be
      effective unless in writing signed by both parties hereto.


    


    [Signature
      Page Follows]

     

    
      
        
        

      

      
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    IN
      WITNESS WHEREOF, the parties have executed this Agreement as of the day and
      year
      set forth above.


    


    
      	
              COMPANY:

            	
              INDEMNITEE:

            
	 	 
	
              CHINA
                RITAR POWER CORP.

            	 


    

    


    
      	
              By: 

            	
              /s/
                Jiada Hu

            	
            	
              By: 

            	
              /s/
                Yaofu Tang

            	
            
	 	
              Name:
                Jiada Hu

            	 	
              Name:
                Yaofu Tang

            
	 	
              Title:
                Chief Executive Officer

            	 	 


    

    


    
      	
              Address: 

            	
              Rm
                405, Tower C, Huahan Building,

              Langshan
                Road 16, North High-tech

              Industrial
                Park, Nanshan, Shenzhen,

              China

            	
              Address: 

            	
              Qiaocheng
                East Road, Bihaiyuntian

              Garden,
                Apartment 9-3C,

              Shenzhen,
                China

            


    

     

    
      
        
        

      

      
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